Exhibit 10 (b)
THE WEST COMPANY, INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
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On September 8, 1995, The West Company, Incorporated (the
"Company") and Xxxxxxx X. Xxxxxx ("Employee"), agree:
1. Definitions. As used herein:
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(a) "Board" means the Board of Directors of the
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Company.
(b) "Code" means the Internal Revenue Code of 1986,
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as amended.
(c) "Committee" means the Compensation Committee of
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the Board.
(d) "Date of Exercise" means the date on which the
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notice required by Paragraph 5 hereof is hand-
delivered, placed in the United States mail, or
transmitted via facsimile.
(e) "Date of Grant" means September 8, 1995, the date
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on which the Company awarded the Option.
(f) "Employer" means the Company or the Subsidiary
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for which Employee is performing services on the
Date of Exercise, or for which he was performing
services at the time of his death, disability or
other termination of employment.
(g) "Expiration Date" means the earliest of the
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following:
(i) If Employee shall cease to be employed by the
Employer for any reason other than disability (as
determined by the Committee) or death, the date
three months after the termination of employment,
or three years in the event of employment
termination due to retirement;
(ii) If Employee shall cease to be employed by the
Employer because of disability (as determined by
the Committee) or death, the date twelve months
after the date Employee terminates employment
because of disability or death; or
(iii) The day before the tenth anniversary of the
Date of Grant.
(h) "Fair Market Value" means the Fair Market Value
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of a share of Company common stock as determined
pursuant to the Plan.
(i) "Option" means the option hereby granted.
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(j) "Option Price" means $30.125 per Share, as
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calculated pursuant to the Plan.
(k) "Plan" means The West Company, Incorporated Long
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-Term Incentive Plan, the terms of which are
incorporated herein by reference.
(l) "Shares" means the 120,000 Shares of the
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Company's common stock which are the subject of
the Option hereby granted.
(m) "Subsidiary" means any corporation that, at the
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time in question, is a subsidiary corporation of
the Company within the meaning of Section 425(f)
of the Code.
2. Grant of Option. The Company grants to Employee, as of
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the Date of Grant, the Option to purchase any or all of
the Shares, on the terms and conditions set forth herein
and in the Plan. The Option hereby granted is a non-
qualified stock option.
3. Time of Exercise.
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(a) The Option shall become exercisable in three
equal installments of 40,000 shares as follows:
Number
of Shares Date of Exercisability
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40,000 September 8, 1998
40,000 September 8, 1999
40,000 September 8, 2000
Thereafter, the Option may be exercised in whole or in
part, and shall remain exercisable until the
Expiration Date, when the right to exercise shall
terminate absolutely.
(b) No portion of the Option which is unexercisable
at termination of employment shall thereafter
become exercisable.
4. Payment for Shares. Full payment for Shares purchased
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upon the exercise of the Option shall be made in cash,
common stock of the Company valued at its Fair Market
Value on the Date of Exercise, or in a combination thereof,
as the Committee may determine.
5. Manner of Exercise. The Option shall be exercised by
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giving written notice of exercise to the Committee, in
care of the Company's Secretary, at the Company's main
office in Lionville, Pennsylvania. Any such notice of
exercise shall be irrevocable once given.
6. Non-Transferability of Option. The Option may not be
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transferred or assigned by Employee or otherwise than by
will or the laws of descent and distribution or be
exercised other than by Employee or, in the case of his
death, by his personal representative, heir or legatee.
7. Securities Laws. The Committee may from time to time
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impose any conditions on the exercise of the Option as
it deems necessary or advisable to ensure that all
rights granted under the Plan satisfy the requirements of
the Securities and Exchange Commission Rule 16b-3 or any
successor rule. Such condition may include, without
limitation, the partial or complete suspension of the
right to exercise the Option.
8. Issuance of Certificates. Subject to the provisions of
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Paragraph 7 hereof, a certificate for the Shares issuable
on the exercise of the Option shall be delivered to
Employee or to his personal representative, heir or
legatee as promptly as possible after the Date of
Exercise, provided that no certificates for Shares will be
delivered to Employee or to his personal representative,
heir or legatee until (a) appropriate arrangements have
been made with Employer for the withholding of any taxes
which may be due with respect to such Shares and (b) the
Option Price has been paid in full. The Company may
condition delivery of certificates for Shares upon the
prior receipt from Employee of any undertakings which it
may determine are required to assure that the certificates
are being issued in compliance with federal and state
securities laws.
9. Rights Prior to Exercise. Neither Employee nor his
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personal representative, heir or legatee shall have
any of the rights of a shareholder with respect to any
Shares until the date of the issuance to him of a
certificate for such Shares as provided in Paragraph 8
hereof.
10. Status of Option; Interpretation. The Option is
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intended to be a non-qualified stock option. The
Committee shall have sole power to resolve any dispute or
disagreement arising out of this Agreement. The
interpretation and construction of any provision of this
Option or the Plan made by the Committee shall be final
and conclusive and, insofar as possible, shall be
consistent with the requirements of a non-qualified stock
option.
11. Entire Agreement. This agreement is intended by the
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parties as a final expression of their agreement and
intended to be a complete and exclusive statement
of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein.
This agreement supersedes all prior agreements and
understandings between the parties with respect to such
subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement
in two counterparts as of the date stated above.
THE WEST COMPANY, INCORPORATED
By
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Witness:
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Xxxxxxx X. Xxxxxx
